§ 819c. Members’ action
(a) Members’ action respecting a director’s conflicting interest transaction is effective
for purposes of subdivision 819a(b)(2) of this title if a majority of the votes cast by the holders of all of the voting power of the
members is in favor of the transaction after:
(1) notice to members describing the action to be taken respecting the transaction;
(2) provision to the enterprise of the information referred to in subsection (b) of this
section; and
(3) communication of the information that is the subject of required disclosure to the
members entitled to vote on the transaction, to the extent the information is not
known by them.
(b) A director who has a conflicting interest respecting the transaction shall, before
the members’ vote, inform the secretary or other officer or agent of the enterprise
authorized to tabulate votes, in writing, of the voting power that the director knows
is not qualified voting power under subsection (c) of this section and the identity
of the holders of that power.
(c) For purposes of this section, “qualified voting power” means the power entitled to
be voted with respect to the transaction except for the voting power that the secretary
or other officer or agent of the enterprise authorized to tabulate votes either knows,
or under subsection (b) of this section is notified, is held by:
(1) a director who has a conflicting interest respecting the transaction; or
(2) a person related to the director, excluding a person described in subdivision 819(5)(F) of this title.
(d) A majority of the votes entitled to be cast by the holders of all qualified voting
power constitutes a quorum for purposes of compliance with this section. Subject to
the provisions of subsection (e) of this section, members’ action that otherwise complies
with this section is not affected by the presence of holders of voting power that
is not qualified voting power.
(e) If a member’s vote does not comply with subsection (a) of this section solely because
of a director’s failure to comply with subsection (b) of this section and if the director
establishes that the failure was not intended to influence and did not in fact determine
the outcome of the vote, the court may take such action respecting the transaction
and the director and may give such effect, if any, to the member’s vote as the court
considers appropriate in the circumstances.
(f) Where members’ action under this section does not satisfy a quorum or voting requirement
applicable to the authorization of the transaction by reason of the articles of organization,
the bylaws, or a provision of law, independent action to satisfy those authorization
requirements shall be taken by the members, in which action voting power that is not
qualified voting power may participate. (Added 2011, No. 84 (Adj. Sess.), § 1, eff. April 20, 2012.)